This article examines the processes of working, learning, innovation and adaptability from an individual perspective by considering evidence from a study of 31 individuals' experience of working and learning in Norway and the UK. They were highly skilled and had demonstrated their career adaptability by making a series of successful transitions in applying their knowledge, skills and competences in a variety of employment contexts. The key question was whether the processes underpinning the development of their career adaptability also meant they were likely to be proactive and participate in activities leading to innovation. The findings were that the processes of learning through challenging work and knowledge updating could also provide a platform for individuals to think about different ways of thinking, practising, reviewing and revising ways of working. However, such development often depended upon individual initiative and role change, while formal learning provision often addressed development of skills, knowledge and understanding which underpinned the development of innovative capabilities rather than seeking to promote them in more systematic ways. So the effectiveness of these processes in facilitating development of innovative capabilities at a system's level could be questioned, and the challenge in supporting the development of innovative capabilities is reconciling the development of particular sets of skills, knowledge, understanding and ways of thinking, being and doing, with developing dispositions which go beyond these particular developments in responding to new challenges: curiosity, resourcefulness (including learning from others), resilience, ability to support the learning of others, taking responsibility for selfdevelopment and reflexiveness.